redacted version of crossfit inc. opposition to lauren's tro anthos crossfit

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RLF1 6326013v.2 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE LAUREN GLASSMAN, Plaintiff, v. CROSSFIT, INC., a Delaware corporation, and GREG GLASSMAN, Defendants. ) ) ) ) ) C.A. No. 7717-VCG ) ) ) ) ) ) DEFENDANTS' OPPOSITION TO PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER Defendants Crossfit, Inc. ("Crossfit" or the "Company") and Greg Glassman submit the following opposition to plaintiff's motion for a temporary restraining order. Plaintiff's motion should be denied for several reasons. First, plaintiff's request for emergency relief is moot because the transaction that she seeks to restrain has already occurred. Before receiving the complaint and associated motion papers yesterday, Crossfit had already executed and sent a letter confirming the purchase. (See Exhibit A). The consummation of the purchase should come as no surprise, as the transaction has been in the works for several months, with plaintiff's knowledge. Indeed, the fact that the Company had "entered into a contract with Cirrus Aircraft in November, 2011 to purchase an airplane" was specifically disclosed in the year-end financial statements sent to all stockholders in March of this year -- over three months ago. (See Exhibit B at 8). REDACTED VERSION -- FILED JULY 30, 2012 EFiled: Jul 30 2012 4:42PM EDT Transaction ID 45606378 Case No. 7717-VCG

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CrossFit Inc. Opposition to Lauren's original complaint in the Delaware SR22 (i.e. Anthos vs. CrossFit) filed 25 July 2012.

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Page 1: Redacted Version of CrossFit Inc. Opposition to Lauren's TRO Anthos CrossFit

RLF1 6326013v.2

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

LAUREN GLASSMAN,

Plaintiff,

v.

CROSSFIT, INC., a Delaware corporation, and GREG GLASSMAN,

Defendants.

) ) ) ) ) C.A. No. 7717-VCG ) ) ) ) ) )

DEFENDANTS' OPPOSITION TO PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER

Defendants Crossfit, Inc. ("Crossfit" or the "Company") and Greg Glassman

submit the following opposition to plaintiff's motion for a temporary restraining order.

Plaintiff's motion should be denied for several reasons.

First, plaintiff's request for emergency relief is moot because the transaction that

she seeks to restrain has already occurred. Before receiving the complaint and associated

motion papers yesterday, Crossfit had already executed and sent a letter confirming the

purchase. (See Exhibit A).

The consummation of the purchase should come as no surprise, as the transaction

has been in the works for several months, with plaintiff's knowledge. Indeed, the fact

that the Company had "entered into a contract with Cirrus Aircraft in November, 2011 to

purchase an airplane" was specifically disclosed in the year-end financial statements sent

to all stockholders in March of this year -- over three months ago. (See Exhibit B at 8).

REDACTED VERSION --

FILED JULY 30, 2012

EFiled: Jul 30 2012 4:42PM EDT Transaction ID 45606378 Case No. 7717-VCG

Page 2: Redacted Version of CrossFit Inc. Opposition to Lauren's TRO Anthos CrossFit

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RLF1 6326013v.2

Plaintiff also had access to those financial statements in her capacity as a director. The

financial statements also explain that the Company

(Id.).

Moreover, in a letter which her counsel sent to the seller on July 24, 2012,

plaintiff's counsel acknowledged that "[o]n July 6, 2012, Ms. Glassman was informed by

Ken Smith, Crossfit's Director of Finance, that the Company has until July 25, 2012 to

execute an agreement with Cirrus Aircraft." (See Exhibit C).1 Yet plaintiff raised no

objection until very recently and waited until the last possible minute to seek any legal

relief.

Second, the relief that plaintiff requests would also impose significant harm upon

the Company. Because there had been no objection until recently,

. (See Exhibit D).

Finally, there is no merit to plaintiff's assertion that these actions require approval

by the Company's Board of Directors. Section 5.3 of the Company's bylaws (which

plaintiff herself signed) provides that:

Subject to any supervisory powers given by the Board of Directors to the Board Chair, if one exists, the President shall be the general manager and chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have general supervision, direction, and

1 Defendants reserve their rights with respect to this attempted interference with the transaction.

REDACTED

REDACTED

Page 3: Redacted Version of CrossFit Inc. Opposition to Lauren's TRO Anthos CrossFit

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RLF1 6326013v.2

authority over the business, affairs, and officers of the Corporation, and shall perform all the duties commonly incident to that office.

(See Exhibit E at 12)

The bylaws were adopted, and Mr. Glassman was appointed President, by

unanimous written consent dated May 14, 2004, again signed by Plaintiff herself. (See

Exhibit F at 1, 2, 5). The resolutions also authorized each of the officers to "do and

perform any and all acts" as they "shall deem necessary or advisable to carry out the

intent and purposes of the foregoing resolutions." (Id. at 5). Nothing in the bylaws or the

resolutions purports to restrain the President's authority to make purchases of property for

the Company as plaintiff argues. Plaintiff also does not, and cannot, claim that the

challenged purchase is contrary to any instructions from the Board Chair or from the

Board of Directors.

Plaintiff's complaint and request for emergency relief are both untimely and

unfounded. Accordingly, plaintiff's motion for temporary restraining order should be

denied.

OF COUNSEL:

Blair G. Connelly William O. Reckler Kyle L. Wallace Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1200

Dated: July 25, 2012

/s/ Raymond J. DiCamillo Raymond J. DiCamillo (#3188) Kevin M. Gallagher (#5337) Richards, Layton & Finger, P.A. 920 North King Street Wilmington, Delaware 19801 (302) 651-7700 Attorneys for Defendants